A commercial bank holding 85 million in securities portfolios for its discretionary institutional accounts. The bank attempts to purchase unregistered debt securities offered under Rule 144A from a registered broker-dealer. The broker-dealer executes the order by selling the debt securities directly to the bank from its own proprietary firm inventory. Which of the following correctly identifies the qualification status of the bank under Rule 144A and the capacity in which the broker-dealer is acting?
- The bank does not qualify as a Qualified Institutional Buyer (QIB) because it owns/invests less than $100 million in eligible securities, and the broker-dealer is acting in a principal (dealer) capacity.Cevap
- BThe bank qualifies as a Qualified Institutional Buyer (QIB) based on its total assets exceeding $100 million, and the broker-dealer is acting in an agency (broker) capacity.
- CThe bank qualifies as a Qualified Institutional Buyer (QIB) based on its client asset portfolio, while the broker-dealer acts as an agent (broker) charging a disclosed commission.
- DThe bank does not qualify as a Qualified Institutional Buyer (QIB), and trade clearance and automated trade netting for the purchase are performed directly by the Depository Trust Company (DTC).
Cevap
The bank does not qualify as a Qualified Institutional Buyer (QIB) because it owns/invests less than $100 million in eligible securities, and the broker-dealer is acting in a principal (dealer) capacity.
Under Rule 144A, a Qualified Institutional Buyer (QIB) must own and invest at least 85 million in securities portfolios, it fails the QIB criteria regardless of its total assets. Furthermore, when a registered broker-dealer executes a transaction directly from its proprietary inventory, it acts as a principal (dealer) and charges a markup rather than acting as an agent (broker).
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QIB Thresholds and Broker-Dealer Capacities
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